Acquisition expected to be immediately accretive to Mallinckrodt’s
fiscal year 2014 adjusted diluted earnings per share; and
significantly accretive to Mallinckrodt’s fiscal year 2015 adjusted
diluted earnings per share

DUBLIN & SAN DIEGO--(BUSINESS WIRE)--Feb. 11, 2014--
Mallinckrodt
plc (NYSE: MNK), a leading global specialty pharmaceuticals company,
and Cadence
Pharmaceuticals, Inc. (NASDAQ: CADX) today announced that they have
entered into a definitive agreement under which a subsidiary of
Mallinckrodt plc will commence a tender offer to acquire all outstanding
shares of Cadence Pharmaceuticals, Inc. for $14.00 per share in cash or
approximately $1.3 billion on a fully diluted basis, which represents a
32% premium to the trailing 30-trading-day volume weighted average price
(VWAP) of $10.62 per share for Cadence Pharmaceuticals, Inc.

Subject to customary terms and conditions, the parties expect the
transaction to close in mid- to late-March. Mallinckrodt expects the
acquisition will be immediately accretive to its fiscal year 2014
adjusted diluted earnings per share, and significantly accretive to its
fiscal year 2015 adjusted diluted earnings per share.

Cadence Pharmaceuticals is a biopharmaceutical company focused on
commercializing products principally for use in the hospital setting.
The company’s product OFIRMEV® (acetaminophen injection) is a
proprietary intravenous formulation of acetaminophen for the management
of mild to moderate pain, the management of moderate to severe pain with
adjunctive opioid analgesics and the reduction of fever. Since its
introduction, OFIRMEV has experienced strong growth, and in a press
release issued January 13, 2014, Cadence reported that it expects net
revenues of $110.5 million for OFIRMEV in calendar year 2013 compared to
2012 reported OFIRMEV net product revenues of $50.1 million. OFIRMEV is
currently on formulary in more than 2,350 U.S. hospitals and has been
used to treat an estimated 6 to 7 million patients since its launch in
January 2011 A New Drug Submission for the product has been approved by
Health Canada.

This transaction accelerates growth in Mallinckrodt’s Specialty
Pharmaceuticals segment in key ways. First, the company adds another
powerful growth product, OFIRMEV, to the segment’s robust portfolio of
core controlled substance generics and its growing roster of brands like
EXALGO®, Gablofen®, PENNSAID® 2% and,
if approved, XARTEMIS™ XR and longer term, MNK-155. Additionally with
the strong presence Cadence has established in the adjacent hospital
market, the acquisition adds another potential growth dimension for the
segment, providing Mallinckrodt an opportunity to expand the company’s
reach and penetration in this important channel.

“The acquisition of Cadence Pharmaceuticals is consistent with our goal
of becoming a leading global specialty pharmaceuticals company,” said
Mark Trudeau, Chief Executive Officer and President of Mallinckrodt.
“OFIRMEV’s growth is driven by an expanding base of physicians who are
prescribing the product for an increasing number of surgical patients,
and we believe the product will be an outstanding addition to the brands
component of Mallinckrodt’s Specialty Pharmaceutical segment. We have
been impressed with the strong relationships that Cadence’s commercial
organizations have established with customers in the hospital channel
and are excited by the opportunity to build on these relationships to
expand our platform in this area. We believe Mallinckrodt is
well-positioned to further accelerate the trajectory of OFIRMEV and
realize the full value of this product in the marketplace.”

“We are very proud of what our employees have accomplished, and in
particular the very strong growth we have achieved with OFIRMEV,” said
Ted Schroeder, President and Chief Executive Officer of Cadence
Pharmaceuticals. “The relationships we’ve established with our customers
and the benefits the drug has provided to millions of patients across
the U.S. have contributed to the strong year-on-year growth we’ve seen
for the product since launch. We believe Mallinckrodt is a natural fit
to provide the resources and expertise that can expand patient access
for OFIRMEV. Additionally, this transaction will provide Cadence
shareholders with a strong return on their investment.”

Additional Terms of the Transaction

The Boards of Directors of both companies have unanimously approved the
transaction. Under the terms of the agreement, a subsidiary of
Mallinckrodt plc will commence a tender offer to purchase all of the
outstanding shares of Cadence Pharmaceuticals, Inc. common stock for
$14.00 per share in cash. The completion of the tender offer is subject
to customary terms and conditions, including Cadence Pharmaceuticals’
stockholders tendering a majority of Cadence Pharmaceuticals’
outstanding shares and the expiration or termination of the waiting
period under the Hart Scott Rodino Antitrust Improvements Act. Following
the successful completion of the tender offer, the agreement provides
that Cadence Pharmaceuticals, Inc. will merge with a subsidiary of
Mallinckrodt and become a wholly-owned subsidiary of Mallinckrodt, and
all remaining outstanding shares of Cadence Pharmaceuticals, Inc. will
receive the same consideration paid to other stockholders in the tender
offer.

The tender offer is expected to be completed in mid- to late-March 2014,
subject to the satisfaction or waiver of the offer conditions. In
connection with the tender offer, certain funds affiliated with Domain
Associates, Cam L. Garner, James C. Blair, William R. LaRue and certain
other entities have entered into a tender and support agreement with
Mallinckrodt plc pursuant to which they have agreed to tender an
aggregate of approximately 13% of Cadence Pharmaceutical’s outstanding
shares in the offer. Following the completion of the transaction,
Cadence Pharmaceuticals, Inc. shares will be delisted from NASDAQ.

Financing

Mallinckrodt plc has entered into debt financing commitments with
affiliates of Deutsche Bank Securities Inc. that, together with cash on
hand, are expected to provide the funds necessary to consummate the
acquisition. Mallinckrodt expects that the financing for the transaction
will be a senior secured term loan facility.

Advisors

Mallinckrodt’s financial advisor for the transaction is Deutsche Bank
Securities Inc., and its legal advisors are Wachtell, Lipton, Rosen &
Katz in the U.S. and Arthur Cox in Ireland.

Cadence Pharmaceuticals’ financial advisors for the transaction are
Lazard and Centerview Partners and its legal advisor is Latham & Watkins
LLP.

CONFERENCE CALL AND WEBCAST

Mallinckrodt will hold a conference call for investors on Tuesday,
February 11, 2014, beginning at 8:30am/U.S. Eastern Standard Time. This
call can be accessed in three ways:

By telephone: For both “listen-only” participants and those who
wish to take part in the question-and-answer portion of the call, the
telephone dial-in number in the U.S. is 866-515-2915. For participants
outside the U.S., the dial-in number is 617-399-5129. The access code
for all callers is 21258039.

Through an audio replay: A replay of the call will be available
beginning at 12:30pm/ U.S. Eastern Standard Time on February 11, 2014,
and ending at 11:59pm/U.S. Eastern Standard Time on February 18, 2014.
The dial-in number for U.S. participants is 888-286-8010. For
participants outside the U.S., the replay dial-in number is 617-
801-6888. The replay access code for all callers is 60095354.

Cadence® and OFIRMEV® are
registered trademarks of Cadence Pharmaceuticals, Inc.

PENNSAID is a registered trademark of Nuvo Research Inc.

ABOUT OFIRMEV® (ACETAMINOPHEN) INJECTION

OFIRMEV (acetaminophen) injection (1000 mg / 100 mL, 10 mg / mL; for
intravenous use only), Cadence Pharmaceutical’s proprietary intravenous
formulation of acetaminophen, is indicated for the management of mild to
moderate pain, the management of moderate to severe pain with adjunctive
opioid analgesics and the reduction of fever. The FDA approval of
OFIRMEV was based on data from clinical trials in approximately 1,020
adult and 355 pediatric patients. These trials included two studies
evaluating the safety and effectiveness of OFIRMEV in the treatment of
pain, and one study evaluating OFIRMEV in the treatment of fever. The
effectiveness of OFIRMEV for the treatment of acute pain and fever has
not been studied in pediatric patients less than two years of age.

Important Safety Information

RISK OF MEDICATION ERRORS AND HEPATOTOXICITY

Take care when prescribing, preparing, and administering OFIRMEV
injection to avoid dosing errors which could result in accidental
overdose and death.

OFIRMEV contains acetaminophen. Acetaminophen has been associated with
cases of acute liver failure, at times resulting in liver transplant and
death. Most of the cases of liver injury are associated with the use of
acetaminophen at doses that exceed the recommended maximum daily limits,
and often involve more than one acetaminophen-containing product.

OFIRMEV is contraindicated in patients with severe hepatic impairment,
severe active liver disease or with known hypersensitivity to
acetaminophen or to any of the excipients in the formulation.
Acetaminophen should be used with caution in patients with the following
conditions: hepatic impairment or active hepatic disease, alcoholism,
chronic malnutrition, severe hypovolemia, or severe renal impairment.
Rarely, acetaminophen may cause serious skin reactions such as acute
generalized exanthematous pustulosis (AGEP), Stevens-Johnson Syndrome
(SJS), and toxic epidermal necrolysis (TEN), which can be fatal.
Discontinue OFIRMEV immediately if symptoms associated with allergy or
hypersensitivity occur, or at the first appearance of skin rash. Do not
use in patients with acetaminophen allergy.

The most common adverse reactions in patients treated with OFIRMEV were
nausea, vomiting, headache, and insomnia in adult patients and nausea,
vomiting, constipation, pruritus, agitation, and atelectasis in
pediatric patients. The antipyretic effects of OFIRMEV may mask fever in
patients treated with postsurgical pain. OFIRMEV is approved for use in
patients ≥ 2 years of age. Do not exceed the recommended maximum daily
dose of OFIRMEV. OFIRMEV should be administered only as a 15-minute
infusion.

For more information, please see the full OFIRMEV Prescribing
Information, including the complete boxed warning, which is available at www.OFIRMEV.com
or www.cadencepharm.com.

ABOUT MALLINCKRODT PLC

Mallinckrodt is a global specialty pharmaceutical and medical imaging
business that develops, manufactures, markets and distributes specialty
pharmaceutical products and medical imaging agents. The company’s
Specialty Pharmaceuticals segment includes branded and specialty generic
drugs and active pharmaceutical ingredients, and the Global Medical
Imaging segment includes contrast media and nuclear imaging agents.
Mallinckrodt has approximately 5,500 employees worldwide and a
commercial presence in roughly 70 countries. The company’s fiscal 2013
revenue totaled $2.2 billion. To learn more about Mallinckrodt, visit www.mallinckrodt.com.

ABOUT CADENCE PHARMACEUTICALS, INC.

Cadence Pharmaceuticals is a biopharmaceutical company focused on
acquiring, in-licensing, developing and commercializing proprietary
products principally for use in the hospital setting. The current
version of Cadence Pharmaceuticals' corporate overview may be viewed on
the Investors page of www.cadencepharm.com
under "Events & Presentations" by selecting "Corporate Overview."

ADDITIONAL INFORMATION AND WHERE TO FIND IT

The tender offer for the outstanding shares of Cadence Pharmaceuticals,
Inc. (“Cadence Pharmaceuticals”) referenced in this document has not yet
commenced. This document is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares, nor is it a substitute for the tender offer materials that
Mallinckrodt plc (“Mallinckrodt”) and its subsidiary will file with the
Securities and Exchange Commission (“SEC”). At the time the tender offer
is commenced, Mallinckrodt and its subsidiary will file tender offer
materials on Schedule TO, and thereafter Cadence Pharmaceuticals will
file a Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND
CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION. HOLDERS OF SHARES OF CADENCE PHARMACEUTICALS COMMON STOCK
ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE
(AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF CADENCE
PHARMACEUTICALS COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING TENDERING THEIR SHARES. The Offer to Purchase, the related
Letter of Transmittal and certain other tender offer documents, as well
as the Solicitation/Recommendation Statement, will be made available to
all holders of shares of Cadence Pharmaceuticals common stock at no
expense to them. The tender offer materials and the
Solicitation/Recommendation Statement will be made available for free at
the SEC’s website at www.sec.gov.
Additional copies of the tender offer materials may be obtained for free
by contacting Mallinckrodt plc at 675 James S. McDonnell Blvd,
Hazelwood, MO 63042, Attention: John Moten, Vice President Investor
Relations, (314) 654-6650. In addition to the Offer to Purchase, the
related Letter of Transmittal and certain other tender offer documents,
as well as the Solicitation/Recommendation Statement, Cadence
Pharmaceuticals and Mallinckrodt file annual, quarterly and current
reports and other information with the SEC. You may read and copy any
reports or other information filed by Cadence Pharmaceuticals or
Mallinckrodt at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for
further information on the public reference room. Cadence
Pharmaceuticals’ and Mallinckrodt’s filings with the SEC are also
available to the public from commercial document-retrieval services and
at the SEC’s website at www.sec.gov.

FORWARD-LOOKING STATEMENTS

Statements in this document that are not strictly historical, including
statements regarding the proposed acquisition, the expected timetable
for completing the transaction, future financial and operating results,
benefits and synergies of the transaction, future opportunities for the
combined businesses and any other statements regarding events or
developments that we believe or anticipate will or may occur in the
future, may be “forward-looking” statements within the meaning of the
federal securities laws, and involve a number of risks and
uncertainties. There are a number of important factors that could cause
actual events to differ materially from those suggested or indicated by
such forward-looking statements and you should not place undue reliance
on any such forward-looking statements. These factors include risks and
uncertainties related to, among other things: general economic
conditions and conditions affecting the industries in which Mallinckrodtand Cadence Pharmaceuticals operate; the commercial success of OFIRMEV;
Mallinckrodt’s and Cadence Pharmaceuticals’ ability to protect
intellectual property rights; the uncertainty of approval under the Hart
Scott Rodino Antitrust Improvements Act; the parties’ ability to satisfy
the tender offer and merger agreement conditions and consummate the
tender offer and the merger on the anticipated timeline or at all; the
availability of financing, including the financing contemplated by the
debt commitment letter, on anticipated terms or at all; Mallinckrodt’s
ability to successfully integrate Cadence Pharmaceuticals’ operations
and employees with Mallinckrodt’s existing business; the ability to
realize anticipated growth, synergies and cost savings; Cadence
Pharmaceuticals’ performance and maintenance of important business
relationships; Mallinckrodt’s ability to receive procurement and
production quotas granted by the U.S. Drug Enforcement Administration;
Mallinckrodt’s ability to obtain and/or timely transport molybdenum-99
to our technetium-99m generator production facilities; customer
concentration; cost-containment efforts of customers, purchasing groups,
third-party payors and governmental organizations; Mallinckrodt’s
ability to successfully develop or commercialize new products;
competition; Mallinckrodt’s ability to integrate acquisitions of
technology, products and businesses generally; product liability losses
and other litigation liability; the reimbursement practices of a small
number of large public or private issuers; complex reporting and payment
obligation under healthcare rebate programs; changes in laws and
regulations; conducting business internationally; foreign exchange
rates; material health, safety and environmental liabilities; litigation
and violations; information technology infrastructure; and restructuring
activities. Additional information regarding the factors that may cause
actual results to differ materially from these forward-looking
statements is available in Mallinckrodt’s SEC filings, including its
Annual Report on Form 10-K for the fiscal year ended September 27, 2013
and Quarterly Report on Form 10-Q for the quarterly period ended
December 27, 2013, as well as Cadence Pharmaceuticals’ SEC filings,
including its Annual Report on Form 10-K for the year ended December 31,
2012 and Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2013, June 30, 2013 and September 30, 2013. The
forward-looking statements made herein speak only as of the date hereof
and none of Mallinckrodt, Cadence Pharmaceuticals or any of their
respective affiliates assumes any obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events and developments or otherwise, except as required by law.